What changed in this filing

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Item 9A. Controls and Procedures

2025-05-29 compared with 2024-05-29 · 34 added, 26 removed, 154 unchanged (28% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and the Chief Financial Officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as at the end of the fiscal year covered by this report.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Interim Chief Financial Officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as at the end of the fiscal year covered by this report.

Disclosure controls and procedures means that the material information required to be included in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared.

2 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America and includes those policies and procedures that:

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our Chief Executive Officer and Interim Chief Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;

1 unchanged sentence

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management, under the supervision of our Chief Executive Officer and Chief Financial Officer have performed an evaluation of our internal control over financial reporting under the framework in Internal Control-Integrated Framework (2013) , issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Management, under the supervision of our Chief Executive Officer and Interim Chief Financial Officer have performed an evaluation of our internal control over financial reporting under the framework in Internal Control-Integrated Framework (2013) , issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The objective of this assessment was to determine whether our internal control over financial reporting was effective at February 28, 2025.

11 unchanged sentences

OTHER INFORMATION

During the three months ended February 29, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISD I CTIONS THAT PREVENT INSPECTIONS.

During the three months ended February 28, 2025, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

22 unchanged sentences

The additional information required by this item regarding director independence and certain relationships and related party transactions is incorporated by reference to the information set forth in the sections titled “Transactions with Related Persons” and “Corporate Governance” in our Proxy Statement.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this section is incorporated by reference from the information in the section entitled “Proposal Two:

12 unchanged sentences

Articles of Incorporation, as amended to date

Filed herewith

Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock.

December 26, 2024

By-laws, as amended to date

4 unchanged sentences

August 20, 2021

Form of Indenture

Form of Senior Indenture

August 30, 2024

Form of Subordinated Indenture

August 30, 2024

2017 Equity Incentive Plan

4 unchanged sentences

October 11, 2017

Intellectual Property Assignment Agreement, dated October 27, 2014, as supplemented April 10, 2015, by and among Hatem Essaddam, Loop Holdings, Inc.

and Daniel Solomita.

Subscription Agreement, dated May 22, 2015, by and between 9121820 Canada Inc.

and Loop Holdings, Inc.

Technology Transfer Agreement, dated June 22, 2015, by and between 8198381 Canada Inc.

and Loop Holdings, Inc.

June 30, 2015

Amended and Restated Employment Agreement, dated July 13, 2018, by and between Loop Industries, Inc.

18 unchanged sentences

July 15, 2021

Promise to Purchase Agreement, dated June 15, 2022, by and between Loop Canada Inc., 9409-4927 Quebec Inc.

and NAI Terramont Commercial.

October 12, 2022

Employment Agreement, dated March 22, 2023, by and between Loop Canada Inc.

and Fady Mansour.

Offer to Purchase Agreement, dated December 21, 2022, by and between Loop Canada Inc.

and Société Du Parc Industriel Et Portuaire De Bécancour.

Joint Venture Agreement, dated April 27, 2023, between SK Geo Centric Co., Ltd.

13 unchanged sentences

October 7, 2020

Share Purchase Agreement, dated May 30, 2024, by and between Loop Industries, Inc.

and Reed Management SAS.

Joint Venture Agreement, dated May 1, 2024, by and among Ester Industries Limited and Loop Industries, Inc.

July 15, 2024

Amended and Restated Share Purchase Agreement, dated December 12, 2024, by and between Loop Industries, Inc.

and Reed Management SAS.

Filed herewith

Securities Purchase Agreement, dated December 23, 2024, by and between Reed Circular Economy and Loop Industries, Inc.

Filed herewith

Investors Rights Agreement, dated December 23, 2024, by and among Reed Circular Economy, Loop Industries, Inc.

and Daniel Solomita.

Filed herewith

License Agreement, dated December 23, 2024, by and between Loop Industries, Inc.

and Reed Circular Economy, acting exclusively in the name and on behalf of Infinite Loop Europe SAS.

Filed herewith

Code of Ethics

Insider trading policy

Filed herewith

Subsidiaries of Registrant

10 unchanged sentences

Policy Relating to Recovery of Erroneously Awarded Compensation

Filed herewith

XBRL Instance Document

24 unchanged sentences

(principal executive officer)

/s/ Fady Mansour

Chief Financial Officer (principal accounting officer and principal financial officer)

/s/ Nicolas Lafond

Nicolas Lafond

Interim Chief Financial Officer (principal accounting officer and principal financial officer)

/s/ Laurence Sellyn

1 unchanged sentence

Lead Director

/s/ Andrew Lapham

Andrew Lapham

/s/ Jonghyuk Lee

/s/ Spencer Hart

/s/ Laurent Auguste

Laurent Auguste

/s/ Louise Sams

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures